General policy on conditions of sale and purchase

A. SCOPE

The General Conditions of Sale defined below apply to all commercial transactions in which TSF - Metalúrgica de Precisão, Lda. (hereinafter referred to as "TSF") participates as a supplier of goods and services.

In the course of the business relationship with TSF, the client agrees to accept without reservation these General Conditions of Sale, which shall prevail over all provisions contained in orders or in the client's correspondence, except in cases where there is a written instrument containing the express agreement of TSF.

TSF reserves the right, without prior notice, to amend the General Conditions of Sale, but without prejudice to the due safeguarding of contracts already concluded and implemented.

 

B. CONDITIONS OF SALE:

 

1.1. Offers and Quotes:

TSF will provide clients, upon request, with detailed offers and quotes for available products and services.

Offers and quotes will be valid for the period stipulated in the document, unless specifically agreed between the parties.

1.2. Prices:

Prices for products and services will be set in accordance with TSF's commercial policy and may be reviewed from time to time.

Prices shown in offers and quotes are subject to confirmation and may be changed before the conclusion of the sales contract.

Pending an order, and in the event of unforeseeable and uncontrollable circumstances, such as changes in exchange rates, raw material costs, transportation or insurance, sales prices may be adjusted by TSF, and such change will be communicated in writing to the client, who may, within eight days from the date of receipt of the communication, and by any means, cancel the order, being refunded of everything that has been provided up to that point. At the end of that period, and in the absence of a reply, the new price shall be deemed to have been accepted.

1.3. Payment Terms:

Payment terms will be agreed between TSF and the client and will be part of each sales contract.

Payments must be made within the agreed deadlines, unless special conditions are laid down in the contract.

Non-payment within the stipulated deadlines shall mean that the client is in default, implying immediate termination of the contract without the need for TSF to question the client and with all legal consequences arising from said non-compliance.

Failure to pay one instalment, where this has been agreed as manner of payment, shall result in the other instalments becoming due immediately, except where one instalment alone does not exceed the eighth part of the price.

 

1.4 Ownership

TSF. reserves ownership of all goods supplied until full payment of billed amounts.

 

1.5. Product Specifications

Information regarding prices, models, dimensions, characteristics, and other specifications of products provided to potential interested parties does not bind TSF until the submission and/or acceptance of a contractual offer.

TSF - Comércio e Indústria de Audiovisual, Lda. reserves the right, without prior notice, to change the specifications of the products and materials contained in catalogues and other sales literature.

Product specifications, including price, appearing in catalogues and other sales literature are valid for the period set out in those instruments, unless changes are made pursuant to clause 2.2. or where printing or typographical errors occur.

 

1.6. Tenders

Tenders submitted by TSF. are valid for 30 days from the date of issue, unless otherwise stated in writing.

1.7. Delivery and Transportation:

Delivery dates will be established based on prior negotiation between TSF and the client.

Responsibility for transportation of products will be agreed between the parties and may be carried out by TSF or by a carrier designated by the client.

Supply deadlines referred to verbally or in writing are merely indicative and do not bind TSF, unless expressly stated otherwise.

TSF. shall not be liable for damages arising from delivery delays, unless otherwise expressly stipulated in the contract.

Designated supply deadlines will always be considered extended in case of force majeure not attributable to TSF, namely difficulties in the acquisition, transportation or importation of goods, strikes, government constraints, among others.

In situations such as the ones described in the preceding clause, as well as in all others not expressly herein contemplated, but in which the delivery delays are not attributable to TSF, the client has no right to cancel the order or claim any compensation whatsoever.

If the client is an end consumer, as defined in consumer legislation, and when the transportation of goods is contracted by TSF, the risk of loss or damage to the goods transfers to the consumer when it or a third party by it indicated acquires physical possession of the goods.

In all other situations, the risk of loss or damage to the goods is transferred to the client with the delivery to the carrier or shipper of the goods, even if contracted by TSF.

The packaging of the goods is done according to the usages or according to the TSF catalogue, so the client shall bear the corresponding costs, whenever the client requests a special form of packaging.

TSF. does not accept the return of packaging because it is non-returnable.

 

1.7. Warranty:

TSF will provide warranty for its products in accordance with the terms and conditions set out in each sales contract.

The warranty shall be valid for manufacturing defects and shall be subject to claim and return procedures specified by TSF.

 

Once a non-conformity is detected, it must be immediately communicated to TSF, which may require the delivery of the product for evaluation and certification of said non-conformity by its technicians.

The communication referred to in the previous point is done in writing, and must be accompanied by a summary description of the defect and the respective invoice or equivalent document proving the client’s purchase.

 

1.8 Jurisdiction and Applicable Law

Any transaction of a commercial nature between TSF and the client is subject to the  Portuguese law.

For any dispute arising from the application of these General Conditions of Sale, the courts of the District of Aveiro will be competent, with express waiver of any other.

 

C.  CONDITIONS OF PURCHASE:

2.1. Purchasing Requests:

TSF will make purchase requests to suppliers according to its operational needs.

Purchase requests should be clear and precise, indicating product specifications, desired quantities, and any other relevant requirements.

2.2. Negotiation of Prices and Conditions:

TSF will endeavour its best efforts to establish advantageous commercial arrangements with its suppliers, including competitive prices and favourable payment terms.

Any changes in prices, delivery times or other conditions must be agreed and documented by both parties.

2.3. Quality and Compliance:

Products purchased by TSF must meet established quality standards, without defects, and conform to agreed specifications.

TSF may carry out quality inspections and tests on the products received in order to ensure their conformity.

2.4. Payment Deadlines:

Payment terms for suppliers will be defined in the purchase conditions agreed between TSF and each supplier.

Payments will be made within agreed timeframes, subject to TSF's billing conditions and internal procedures.

2.5. Complaints and Returns:

In the event of quality problems or non-compliance with the products purchased, TSF will notify the supplier and follow the agreed procedures for complaints and returns.